<PAGE>
As filed with the Securities and Exchange Commission on December 31, 1998
Registration No. 333__
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-3D
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
GREATER BAY BANCORP
(Exact Name of Issuer as Specified in its Charter)
California 77-0387041
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2860 West Bayshore Road, Palo Alto, California 94303; (650) 813-8200
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Linda M. Iannone
General Counsel, Greater Bay Bancorp
2860 West Bayshore Road, Palo Alto, California 94303; (650) 813-8259
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of the proposed sale to public: From time to
------------
time after this Registration Statement becomes effective.
- --------------------------------------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered per unit(1) offering price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, no par 300,000 $34.00 $10,200,000.00 $2,836.00
value per share
(including Preferred
Share Purchase Rights)
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices on the Nasdaq National Market System on December 28,
1998.
<PAGE>
GREATER BAY BANCORP
DIVIDEND REINVESTMENT PLAN
January 12, 1999
Dear Greater Bay Bancorp Stockholder:
We are pleased to send you this Prospectus describing Greater Bay Bancorp's
Dividend Reinvestment Plan (the "Plan"). This Plan offers our eligible
stockholders an opportunity to purchase additional shares of Greater Bay's
Common Stock.
If you elect to participate in the Plan, you will enjoy the following
advantages:
. You may purchase Common Stock at current market prices by reinvesting
your Common Stock cash dividends without payment of any service
charges or brokerage commissions.
. You may also invest in additional shares of Common Stock at current
market prices by making optional cash deposits. Optional cash deposits
must be at least $50 per payment and cannot total more than $1,000 per
calendar month.
To participate, you must own at least 25 shares of Greater Bay's Common Stock.
To enroll in the Plan, simply complete and mail the enclosed Authorization Card
in the envelope provided.
If you do not participate in the Plan, you will continue to receive checks for
your dividends as they are declared and paid.
Sincerely,
/s/ Duncan L. Matteson /s/ John M. Gatto /s/ David L. Kalkbrenner
Duncan L. Matteson John M. Gatto David L. Kalkbrenner
Co-Chairman Co-Chairman President and CEO
<PAGE>
PROSPECTUS
- ----------
GREATER BAY BANCORP DIVIDEND REINVESTMENT PLAN
If you are an eligible stockholder of Greater Bay Bancorp, this Dividend
Reinvestment Plan may provide you with a convenient and economical method of
purchasing shares of Greater Bay's Common Stock without paying brokerage
commissions or service charges. To be eligible to participate in the Plan, you
must own at least 25 shares of Greater Bay's Common Stock. The Plan
Administrator is Norwest Bank Minnesota, N.A.
Participants in the Plan may, without payment of any brokerage commissions
or service charges,
. have cash dividends on all or some of their shares of Common
Stock automatically reinvested in additional shares of Common
Stock, and/or
. invest additional cash amounts of not less than $50 per payment,
up to $1,000 per month, for the purchase of shares of Common
Stock for their Plan accounts.
Stockholders who do not elect to participate in the Plan will continue to
receive cash dividends, as declared in the usual manner.
We reserve the right to amend, suspend or terminate the Plan at any time.
The Plan does not represent a change in our dividend policy or a guarantee
of future dividends. Dividends will continue to depend on earnings, financial
requirements and other factors.
This Prospectus relates to 300,000 authorized and unissued shares of Common
Stock registered for issuance under the Plan. The terms and conditions
governing the Plan are described in this Prospectus.
You should read this Prospectus carefully so you will know how the Plan
works, and you should retain a copy of this Prospectus for future reference.
_________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE
PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SECURITIES OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
______________________________________
The date of this Prospectus is January 12, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Greater Bay Bancorp....................................................... 1
Description of the Plan................................................... 1
Use of Proceeds........................................................... 9
Experts................................................................... 9
Legal Opinion............................................................. 9
Indemnification of Directors And Officers................................. 9
Where You Can Find More Information....................................... 9
</TABLE>
<PAGE>
GREATER BAY BANCORP
Greater Bay Bancorp (or the Company) is a bank holding company operating
Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and
Golden Gate Bank. These banks operate through ten regional offices in
Cupertino, Millbrae, Palo Alto, Redwood City, San Bruno, San Mateo, San Jose,
San Francisco and Walnut Creek, California.
In order to meet the demands of the increasingly competitive banking and
financial services industries, management has adopted a business philosophy
referred to as the "Super Community Banking Philosophy." The Super Community
Banking Philosophy is based on management's belief that banking clients value
doing business with locally managed institutions that can provide a full service
commercial banking relationship through an understanding of the client's
financial needs and the flexibility to customize products and services to meet
those needs. Management further believes that banks are better able to build
successful client relationships by affiliating with a holding company that
provides cost effective administrative support services while promoting bank
autonomy and flexibility.
The Company provides a wide range of commercial banking and financial
services to small and medium-sized businesses, real estate developers and
property managers, business executives, professionals and other individuals.
The Company was incorporated in California in 1984 under the name San Mateo
County Bancorp. The Company's principal offices are located at 2860 West
Bayshore Road, Palo Alto, California 94303 and its telephone number is (650)
813-8200.
DESCRIPTION OF THE PLAN
The following is a description, in question-and-answer form, of the
provisions of the Plan.
Purpose
-------
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide holders of record of shares
of the Common Stock ("Stockholders") with a convenient and simple method of
purchasing shares of Common Stock without paying any service charges or
brokerage commissions. In addition, the Plan will provide the Company with a
means of raising additional capital for general corporate purposes through sales
of Common Stock under the Plan.
Advantages
----------
2. What are the advantages of the Plan?
. Participation in the Plan allows you to invest all or part
of your cash dividends in shares of Common Stock without
payment of any brokerage commissions or service charges
1
<PAGE>
. purchase additional Common Stock with optional cash
deposits, within specified limits (as described in Question
8), without payment of any brokerage commissions or service
charges
. obtain full investment use of funds, because fractional
shares, as well as whole shares will be credited to your
account.
. avoid cumbersome safekeeping and record-keeping costs
because the Plan Administrator provides custodial services
for the shares purchased under the Plan and reporting
services confirming purchases made under the Plan.
Participation
-------------
3. Who is eligible to participate?
You are eligible to participate in the Plan if you own 25 or more shares of
Common Stock. If your shares are registered in a name other than your own (for
example, in the name of a broker or a nominee) and you want to participate, you
must make appropriate arrangements with your broker or nominee to become a
Stockholder of record by having a part or all of your shares transferred to your
own name.
4. How does an eligible Stockholder participate?
If you are an eligible Stockholder, you may enroll in the Plan by signing
the Authorization Card enclosed with this Prospectus and returning it to the
Plan Administrator. All joint owners must sign. A return envelope is enclosed
with this Prospectus for this purpose. Additional cards and copies of this
Prospectus may be obtained at any time by contacting the Plan Administrator at
the address set forth in Question 19.
5. When may a Stockholder join the Plan?
If you are an eligible Stockholder, you may join the Plan at any time.
If your Authorization Card specifying reinvestment of dividends is received
by the Plan Administrator on or prior to the record date established for a
particular dividend, reinvestment will begin with that dividend.
If your Authorization Card is received after the record date established
for a particular dividend, the reinvestment of dividends will not begin until
the dividend payment date following the next record date. (See Questions 7, 8,
11 and 12 for information concerning the investment of optional cash deposits.)
Dividend payment dates for the Common Stock normally are on the 15th day of
January, April, July and October. Record dates for the Common Stock dividends
normally occur in the third week of the month preceding the dividend payment
dates.
2
<PAGE>
6. What does the Authorization Card provide?
The Authorization Card allows you to indicate the extent to which you wish
to participate in the Plan. By checking the appropriate box on the Authorization
Card, you may choose to reinvest dividends paid on all or a specified number of
shares of Common Stock registered in your name, together with optional cash
deposits, in shares of the Common Stock.
If you elect to reinvest dividends on only a part of your record shares,
you should indicate the number of shares to be included in the Plan in the blank
on the Authorization Card. Unless otherwise indicated on the Authorization Card,
dividends on all shares of Common Stock registered in your name will be
reinvested.
Dividends on all shares purchased for your account under the Plan and held
by the Plan Administrator will be paid to the Plan Administrator and
automatically reinvested in additional shares of Common Stock.
You may change the extent of your participation in the Plan at any time
after enrollment by submitting a new Authorization Card. If the new Card is
received before the record date established for a particular dividend, the
change in the extent of your participation will be effected with that dividend.
If the new Card is received on or after the record date established for a
particular dividend, the change in the extent of your participation will be
effected with the dividend following the next record date.
7. How are optional cash deposits made?
You are not required to make optional cash deposits. However, you may make
optional cash deposits only if you are otherwise participating in the dividend
reinvestment option.
You may make an initial optional cash deposit by mailing a check or a money
order with an executed Authorization Card in the enclosed envelope to the Plan
Administrator. After an Authorization Card has been received by the Plan
Administrator, optional cash deposits may be made by mailing a check or a money
order, accompanied by the tear-off portion of your account statement, to the
Plan Administrator. All checks or money orders should be made payable to Norwest
Bank Minnesota, N.A. and mailed to the address set forth in Question 19.
8. What are the limitations on the amount of optional cash
deposits?
Optional cash deposits may not be less than $50 per deposit, nor may they
total more than $1,000 per calendar month. The same amount of money need not be
sent each time, and there is no obligation to make an optional cash deposit.
Purchases Under the Plan
------------------------
9. How and when is Common Stock acquired under the Plan?
Initially, the shares to be acquired under the Plan are expected to be
purchased by the Plan Administrator directly from the Company. However, if the
Company is not making newly issued shares available for purchase under the Plan,
the Plan Administrator will purchase shares of Common Stock for the Plan in the
open market. The Plan Administrator will acquire shares of Common Stock on or
about the relevant Investment Date. The Investment Date in any month in
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<PAGE>
which a dividend is paid is the dividend payment date and in any other month
will be the 15th day of such month. If, however, the Investment Date falls on a
date when The Nasdaq Stock Market is closed, the first day on which The Nasdaq
Stock Market is open immediately preceding such date will be the Investment
Date.
In the event that the number of shares of Common Stock purchased for your
account is not an even number of shares, your account will be credited with the
full number of shares and/or fractional shares computed to three decimal places.
10. At what price will shares of Common Stock be purchased under
the Plan?
The price of shares of Common Stock purchased directly from the Company
under the Plan with reinvested dividends or optional cash deposits will be the
closing price of the Common Stock as published in The Wall Street Journal report
-----------------------
of The Nasdaq Stock Market as of the Investment Date. The price to participants
of shares of Common Stock purchased on the open market with reinvested dividends
or optional cash deposits will be the average price of the Common Stock
purchased for the Plan by the Plan Administrator with respect to the applicable
Investment Date, exclusive of taxes and commissions.
11. When are optional cash deposits invested?
Cash deposits will be invested once each month on the Investment Date in
order to minimize accumulation of uninvested funds. No interest will be paid by
---------------------------
the Company or the Plan Administrator on optional cash deposits held by the Plan
- --------------------------------------------------------------------------------
Administrator prior to the Investment Date. Therefore, you are encouraged to
- ------------------------------------------
mail your optional cash deposits so they reach the Plan Administrator as close
to but not later than one business day before each Investment Date. All such
payments received by the Plan Administrator on or after an Investment Date will
be held for investment in the following month.
12. Under what circumstances will optional cash deposits be
refunded?
You may obtain refunds of optional cash deposits provided a written request
for refund is received by the Plan Administrator at least two business days
prior to the Investment Date. Once the check in payment of the optional cash
deposit has cleared, the Plan Administrator promptly will refund your deposit.
The request must specify the amount of refund desired.
Costs
-----
13. Who pays the expenses in connection with purchases under the
Plan?
The Company pays these expenses. You will pay no brokerage commissions or
service charges for the purchases made under the Plan. The Company will pay for
all costs of administration of the Plan, but you will be charged $10.00 plus a
brokerage commission of $0.15 per share if you request the Plan Administrator to
sell any of your shares. (See Question 23.)
4
<PAGE>
Your Accounts and Reports
14. What kinds of accounts are maintained under the Plan, and what
reports will be furnished?
The Plan Administrator will maintain a separate account for you. All
shares purchased for you under the Plan will be credited to your account. The
Plan Administrator will mail to you a statement confirming purchases of shares
as soon as practicable after the purchases are made. In addition, you will
receive copies of the Company's annual and quarterly reports to stockholders,
proxy statements and dividend income information for tax purposes.
Certificates for Shares
-----------------------
15. Will certificates be issued for Common Stock purchased under
the Plan?
Certificates for shares of Common Stock purchased under the Plan will be
issued to you only upon your written request. If you do not make a written
request, your shares will be held in the name of the Plan Administrator or its
nominee. The number of shares purchased for your account under the Plan will be
shown on your statement of account. This feature protects against loss, theft
or destruction of stock certificates.
16. May you deposit certificates for shares of Common Stock in your
account by transferring stock certificates that you possess?
Yes. If you hold certificates for Common Stock, you may send the
certificates to the Plan Administrator at the address set forth in Question 19
and have them registered in the name of the Plan Administrator, who will add
them to your Plan account and hold them for you as custodian. The certificates
should be sent by registered mail.
17. May you withdraw certificates for shares from the Plan?
Yes. If you make a written request, certificates for any number of whole
shares credited to or deposited in your account under the Plan will be issued to
you. Dividends on those shares, as well as dividends on any full or fractional
shares remaining in your account, will continue to be reinvested unless you
notify the Plan Administrator in writing to the contrary. Certificates for
fractions of shares will not be issued. If you withdraw all of your shares from
the Plan, dividends on those shares will continue to be reinvested unless you
notify the Plan Administrator that you have decided to terminate your
participation in the Plan. (See Question 18 below for instructions on
terminating participation in the Plan.)
Termination of Dividend Reinvestment
------------------------------------
18. How do you terminate the reinvestment of dividends under the
Plan?
You may terminate your participation in the Plan at any time by sending a
written notice of termination to the Plan Administrator at the address set forth
in Question 19. If the termination notice is received by the Plan Administrator
after a dividend record date, the termination will not be effective until after
the payment of the related dividend. The cash dividend, along with any optional
cash deposit, will be reinvested in shares under the Plan. If
5
<PAGE>
you terminate your participation in the Plan, or upon termination of the Plan by
the Company, certificates for whole shares credited to your account under the
Plan will be issued to you and a cash payment made for any fraction of a share
unless you request that some or all whole shares be sold.
Administration
--------------
19. Who administers the Plan?
Norwest Bank Minnesota, N.A. administers the Plan by acquiring shares of
Common Stock, keeping records, sending statements of account and performing
other duties relating to the Plan. All communications regarding the Plan should
be sent to:
Norwest Bank Minnesota, N.A.
P. O. Box 64856
St. Paul, Minnesota 55164-0856
Telephone No. 1-800-468-9716
20. How is the Plan to be interpreted?
Any questions of interpretation will be determined by the Company and any
such determination will be final.
Tax Consequences
----------------
21. What are the federal income tax consequences of participation
in the Plan?
Reinvestment of dividends in the Plan will not avoid the tax that would
otherwise apply to the dividends. Generally, any cash dividend reinvested under
the Plan will be taxable as ordinary income as though the dividend had been
received in cash. In this respect, as a participant in the Plan, you are
treated the same as stockholders who do not participate.
Your pro rata share of brokerage commissions, if any, paid by the Company
for purchases for your account made in the open market must be reported by the
Company as taxable income for you. Such brokerage commissions will become a
part of the cost of the shares purchased.
A taxable gain or loss generally will be realized by you when whole shares
(whether purchased with reinvested dividends or with optional cash deposits) are
sold by you. If you receive a cash adjustment for a fractional share credited
to your account upon termination of Plan participation, the adjustment will be
treated as either a dividend distribution or a taxable gain on the sale of the
fractional share, depending on your individual circumstances.
Account statements should be retained to help determine the tax basis of
shares acquired under the Plan for computing gain or loss.
22. Will my dividends be subject to withholding?
Currently, dividend payments to U.S. taxpayers are not subject to any
general federal withholding requirements. However, the "backup withholding"
provisions may apply (a) when a
6
<PAGE>
participant has failed to supply and certify his or her correct taxpayer
identification number to the Company, (b) when the IRS notifies the Company that
the participant has furnished an incorrect taxpayer identification number or is
otherwise subject to backup withholding, and (c) in the case of corporations or
others within certain exempt categories, when they fail to demonstrate that fact
when required. In those circumstances, the Company will be required to deduct
and withhold from any dividends payable to that participant a tax of 31%. If the
backup withholding requirements apply to a stockholder participating in the
Plan, the Plan Administrator will invest an amount equal to the dividend payable
to that participant, after the deduction of the backup withholding tax.
In the case of foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Plan Administrator will invest an amount equal to their
dividends after the deduction of withholding taxes. Foreign participants will
continue to receive cash dividends on any shares registered in their names
outside their Plan Accounts in the same manner as if they were not participating
in the Plan, but cash dividends on Plan shares credited to their Plan Accounts
will be reinvested in Plan shares.
The above tax discussion is only a summary of the federal tax consequences
of participation in the Plan and does not constitute tax advice. The summary
does not reflect every possible outcome that could result from participation in
the Plan and, therefore, you should consult your own tax advisor with respect to
the tax consequences applicable to you.
Other Information
-----------------
23. May you request that the Plan Administrator sell shares of
Common Stock held in your Plan account?
Yes. While continuing to participate in the Plan or upon termination of
your participation in the Plan, you may request that the Plan Administrator sell
some or all of the full shares in your Plan account by writing to the Plan
Administrator at the address set forth in Question 19. All such sales by the
Plan Administrator will be made in the open market and may be netted in whole or
in part against purchases, as determined by the Plan Administrator.
Full and fractional shares sold on behalf of terminating participants may
be combined with those of other terminating participants, in which case the
proceeds for each participant will be based on the average sales prices of all
such shares.
If you choose to sell shares, you will be charged $10.00 plus a brokerage
commission of $0.15 per share and any transfer tax, which will reduce the gain
or increase the loss reportable by you for tax purposes.
24. What happens to your Plan account if all shares of Common Stock
in your own name are transferred or sold?
If you dispose of all shares of Common Stock registered in your own name,
the Plan Administrator will continue to reinvest the dividends on the shares
held in your Plan account until you notify the Plan Administrator that you wish
to terminate participation in the Plan. See Question 18 concerning termination.
7
<PAGE>
25. What happens if the Company issues a stock dividend, declares a
stock split or has a Common Stock rights offering?
Any shares of Common Stock distributed by the Company as a stock dividend
or a stock split on shares of the Common Stock credited to your account under
the Plan as of the record date for such stock dividend or stock split will be
credited to your account under the Plan. Stock dividends or split shares
distributed on shares held in your own name will be mailed directly to you.
In the event that the Company makes available to its stockholders salable
rights to purchase additional shares, such rights accruing to shares registered
in your name will be sent to you, but rights accruing to shares held by the Plan
Administrator for participants will be sold and the proceeds invested in
additional shares of Common Stock prior to or with the next regular cash
dividend. If you wish to exercise stock purchase rights as to shares held by
the Plan Administrator, you must request that a stock certificate for such
shares be sent to you by the Plan Administrator prior to the record date of the
rights offering.
The preferred share purchase rights that trade with the Common Stock
currently are not salable and, until such time, if ever, as these rights do
become salable, they will not be subject to the sale provisions outlined above.
26. How will participants' shares be voted at meetings of
Stockholders?
For each meeting of Stockholders, you will receive a proxy that will enable
you to vote shares registered in your name as well as whole shares credited to
your account.
The above tax discussion is only a summary of the federal tax consequences
of participation in the Plan and does not constitute tax advice. The summary
does not reflect every possible outcome that could result from participation in
the Plan and, therefore, you should consult your own tax advisor with respect to
the tax consequences applicable to you.
27. What are the liabilities of the Plan Administrator under the
Plan?
The Plan Administrator will not be liable under the Plan for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of any such act or omission to
act that occurs prior to the termination of participation and with respect to
the prices at which shares are purchased or shares or other securities are sold
for your account and the times such purchases or sales are made. Neither the
Company nor the Plan Administrator can assure you of profits or protect you
against losses on shares purchased and/or held under the Plan.
Stockholders are cautioned that this Prospectus does not represent a change
in the Company's dividend policy or a guarantee of future dividends, which will
continue to depend upon current and projected earnings, the financial condition
of the Company and other factors.
28. Can the Company amend, suspend or terminate the Plan?
The Company may, upon written notice to all participants, amend, suspend or
terminate the Plan at any time.
8
<PAGE>
29. What law governs the Plan?
The terms and conditions of the Plan and its operation are governed by the
laws of the State of California.
USE OF PROCEEDS
Proceeds from the shares purchased from the Company will be available for
general corporate purposes. The Company has no basis for estimating either the
number of shares that will ultimately be purchased from the Company, if any,
under the Plan or the prices at which such shares will be sold.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of operations, shareholders' equity and cash flow for
each of the three years in the period ended December 31, 1997 incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Linda M. Iannone, General Counsel of the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of California and the Bylaws of
the Company provide for the indemnification of directors and officers under
certain conditions. In addition, the directors and officers of the Company are
insured under certain insurance policies insuring them against claims made
during the periods of the policies and against liabilities arising from such
claims for certain wrongful acts in their capacities as directors and/or
officers and for which they are not indemnified by the Company.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current reports, proxy statements
and other information with the Commission. You may read and copy any reports,
statements or other information that the Company files at the Commission's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. The Commission's Washington, D.C. reference room is located at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-
800-SEC-0330 for further information on the public reference rooms. The
Company's public filings are also available to the public from commercial
document retrieval
9
<PAGE>
services and at the Internet World Wide Web site maintained by the Commission at
"http:// www.sec.gov."
------------
The Company has filed the Registration Statement to register with the
Commission the shares of Common Stock to be issued. This document is a part of
the Registration Statement and constitutes a prospectus of the Company.
As allowed by Commission rules, this document does not contain all the
information that shareholders can find in the Registration Statement or the
exhibits to the Registration Statement.
The Commission allows the Company to "incorporate by reference" information
into this document, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the Commission. The information incorporated by reference is deemed to be a
part of this document, except for any information superseded by information
contained directly in this document. This document incorporates by reference
the documents set forth below that the Company has previously filed with the
Commission. These documents contain important business information about the
Company and its financial condition.
<TABLE>
<CAPTION>
<S> <C>
COMMISSION FILINGS (FILE NO. 0-25034) PERIOD
Annual Report on Form 10-K...................... Year ended December 31, 1997
Quarterly Reports on Form 10-Q.................. Quarters ended September 30, 1998, June 30, 1998 and March 31, 1998
All other reports filed under Section 13(a)
or 15(d) of the Exchange Act.................... Since December 31, 1997
Registration Statement on Form 8-A.............. Setting forth a description of the Common Stock (including any
amendments or reports filed for the purpose of updating such
description)
Registration Statement on Form 8-A.............. Setting forth a description of the preferred share purchase rights
(including any amendments or reports filed for the purpose of
updating such description)
</TABLE>
The Company incorporates by reference additional documents that it may file
with the Commission after the date of this Prospectus. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference from the
Company or the Commission or the Commission's Internet World Wide Web site
described above. Documents incorporated by reference are available from the
Company without charge, including exhibits. Stockholders of the Company may
obtain documents incorporated by reference in this document by requesting them
in writing or by telephone at the following address:
10
<PAGE>
GREATER BAY BANCORP
2860 West Bayshore Road
Palo Alto, California 94303
Telephone: (650) 813-8200
Attention: Linda M. Iannone -- Corporate Secretary
You should rely only on the information contained or incorporated by
reference in this Prospectus in deciding whether to participate in the Plan.
The Company has not authorized anyone to provide you with information that is
different from what is contained in this Prospectus. This Prospectus is dated
January 12, 1999. You should not assume that the information contained in this
Prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of this Prospectus, and neither the mailing of this
Prospectus to stockholders nor the issuance of Common Stock under the Plan
creates any implication to the contrary. The Company is not offering to sell
the Common Stock in any state or country where the offering is not permitted.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with this offering to be
borne by the Company are:
<TABLE>
<S> <C>
Registration fee............................ $ 2,836
Listing fees................................ 6,000
Printing expenses........................... 7,000
Accounting fees and expenses................ 1,000
Legal fees and expenses..................... 3,000
Blue sky fees and expenses.................. 1,000
Miscellaneous............................... 2,164
-------
Total................................ $23,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article Five of the Registrant's Articles of Incorporation provides that
the liability of the directors of the Registrant for monetary damages shall be
eliminated to the fullest extent permissible under California law and that the
Registrant is authorized to provide for the indemnification of agents (as
defined in Section 317 of the California General Corporation Law) of the Company
in excess of that expressly permitted by such Section 317 for breach of duty to
the Company and its shareholders to the fullest extent permissible under
California law. Article IX, Section 7 of the Registrant's Bylaws provides for
indemnification of directors and officers of the Registrant to the fullest
extent permissible under California law.
Section 317 sets forth the provisions pertaining to the indemnification
of corporate "agents." For purposes of this law, an agent is any person who is
or was a director, officer, employee or other agent of a corporation, or is or
was serving at the request of the Company in such capacity with respect to any
other corporation, partnership, joint venture, trust or other enterprise.
Indemnification for expenses, including amounts paid on settling or otherwise
disposing of a threatened or pending action or defending against the same can be
made in certain circumstances by action of the Registrant through: (1) a
majority vote of a quorum of the Registrant's Board of Directors consisting of
directors who are not party to the proceedings; (2) approval of the
shareholders, with the shares owned by the person to be indemnified not being
entitled to vote thereon; or (3) such court in which the proceeding is or was
pending upon application by designated parties. Under certain circumstances, an
agent can be indemnified, even when found liable. Indemnification is mandatory
where the agent's defense is successful on the merits. The law allows the
Registrant to make advances of expenses for certain actions upon the receipt of
an undertaking that the agent will reimburse the Company if the agent is found
liable.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant, pursuant to the foregoing provisions or otherwise, the Registrant
understands that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
12
<PAGE>
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against a public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item 16. Exhibits.
4.1 Rights Agreement, dated as of November 17, 1998, between the
Company and Norwest Bank Minnesota, N.A., as rights agent,
together with the form of Rights certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-A dated November 23, 1998)
5 Opinion of Linda M. Iannone, General Counsel of the Company
23.1 Consent of Linda M. Iannone (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney of the Registrant (reference is hereby made
to page 15)
99 Form of Authorization Card
Item 17. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement,
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section
13
<PAGE>
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on December 30, 1998.
GREATER BAY BANCORP
By: /s/ David L. Kalkbrenner
---------------------------------
David L. Kalkbrenner
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints David L.
Kalkbrenner and Steven C. Smith his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all Amendments (including Post-Effective Amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David L. Kalkbrenner President and Chief Executive December 30, 1998
- ----------------------------- Officer
David L. Kalkbrenner (Principal Executive Officer)
/s/ Steven C. Smith Executive Vice President, Chief December 30, 1998
- ----------------------------- Operating Officer and Chief
Steven C. Smith Financial Officer
(Principal Financial and
Accounting Officer)
/s/ George R. Corey Director December 30, 1998
- -----------------------------
George R. Corey
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John M. Gatto Director December 30, 1998
- -----------------------------
John M. Gatto
/s/ James E. Jackson Director December 30, 1998
- -----------------------------
James E. Jackson
/s/ Rex D. Lindsay Director December 30, 1998
- -----------------------------
Rex D. Lindsay
/s/ Leo K. W. Lum Director December 30, 1998
- -----------------------------
Leo K. W. Lum
/s/ George M. Marcus Director December 30, 1998
- -----------------------------
George M. Marcus
/s/ Duncan L. Matteson Director December 30, 1998
- -----------------------------
Duncan L. Matteson
/s/ Rebecca Q. Morgan Director December 30, 1998
- -----------------------------
Rebecca Q. Morgan
/s/ Glen McLaughlin Director December 30, 1998
- -----------------------------
Glen McLaughlin
Director December __, 1998
- -----------------------------
Dick J. Randall
/s/ Donald H. Seiler Director December 30, 1998
- -----------------------------
Donald H. Seiler
/s/ Roger V. Smith Director December 30, 1998
- -----------------------------
Roger V. Smith
/s/ Warren R. Thoits Director December 30, 1998
- -----------------------------
Warren R. Thoits
</TABLE>
16
<PAGE>
EXHIBIT 5
December 29, 1998
Greater Bay Bancorp
2860 West Bayshore Road
Palo Alto, CA 94303
RE: REGISTRATION STATEMENT ON FORM S-3 REGISTERING SHARES ISSUABLE
UNDER THE GREATER BAY BANCORP DIVIDEND REINVESTMENT PLAN
Ladies and Gentlemen:
As General Counsel of Greater Bay Bancorp (the "Company"), at your request, I
have examined the Registration Statement on Form S-3 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission (the "SEC") in connection with the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of up to 300,000 shares of
common stock, no par value, of the Company (the "Shares") which may be issued
pursuant to the Greater Bay Bancorp Dividend Reinvestment Plan (the "Plan").
I have examined such instruments, documents and records which I deemed
relevant and necessary for the basis of my opinion hereinafter expressed. In
such examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies.
Based upon the foregoing and the other assumptions contained herein, it is the
opinion of the undersigned that the Shares issuable by the Company pursuant to
the Plan will be, when issued and delivered against payment therefor in
accordance with the Plan, and the Registration Statement, duly authorized,
validly issued, fully paid and non-assessable.
This opinion is further subject to the following assumptions: (i) the
consideration for the shares of Common Stock to be issued pursuant to the Plan
will be received prior to the issuance thereof, (ii) the shares of Common Stock
to be issued pursuant to the Plan will be issued in accordance with the terms of
the Plan, (iii) the Registration Statement will become effective under the
Securities Act prior to the issuance of any shares of Common Stock under the
Plan and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no
<PAGE>
proceedings for that purpose shall have been instituted or be pending before the
SEC, (iv) prospectuses will be updated and delivered to participants in the Plan
as required by the Securities Act and the rules and regulations promulgated by
the SEC thereunder, and (v) the issuance of shares of Common Stock pursuant to
the Plan will comply with the securities laws of each state or jurisdiction
applicable thereto (other than the Securities Act).
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related document, nor is it to be filed
with or furnished to any government agency or other person, without my prior
written consent.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement which is being filed by the Company in connection with
the registration of the aforementioned Shares under the Securities Act.
Very truly yours,
/s/ Linda M. Iannone
-----------------------
Linda M. Iannone
General Counsel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
December 31, 1998
We consent to the incorporation by reference in this registration statement of
Greater Bay Bancorp on Form S-3D related to the Dividend Reinvestment Plan, as
filed with the SEC on December 31, 1998, of our report dated September 2, 1998
included in the Form 8-K, as filed with the SEC on September 30, 1998 and our
report dated February 20, 1998, except as to information provided in Note 18,
for which the date is March 24, 1998, included in the Annual Report on Form
10-K as filed with the SEC on March 31, 1998, on our audits of the consolidated
financial statements of Greater Bay Bancorp and Subsidiaries as of December
31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997. We also consent to the reference to our firm under the
caption "Experts."
/s/ PricewaterhouseCoopers LLP
San Francisco, California
<PAGE>
EXHIBIT 99
GREATER BAY BANCORP
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT PLAN
------------------------------------------------------
I authorize Greater Bay Bancorp to pay Norwest Bank Minnesota, N.A. for my
account all cash dividends payable to me on shares of Greater Bay Bancorp common
stock registered in my name as designated below.
I hereby appoint Norwest Bank Minnesota, N.A. as my agent, subject to the
terms and conditions of authorization for the Greater Bay Bancorp Dividend
Reinvestment Plan set forth in the accompanying brochure, and authorize Norwest
Bank Minnesota, N.A. as my agent, to apply all such cash dividends and voluntary
cash payments received by it to the purchase of full and fractional shares of
common stock of Greater Bay Bancorp.
I understand that I may terminate my participation in the Greater Bay
Bancorp Dividend Reinvestment Plan at any time by notifying Norwest Bank
Minnesota, N.A. in writing.
(PLEASE CHECK ONE):
[_] Reinvest the cash dividends on all shares of common stock that I hold.
[_] Reinvest the cash dividends on_____________(number) shares of common
stock that I hold.
------------------------------------------
Social Security Number or Taxpayer
Identification Number Must Be Entered Here
------------------------------------------
IMPORTANT -- ALL REGISTERED OWNERS MUST SIGN
__________________________________________
Shareholder signature
__________________________________________
Shareholder signature
PLEASE READ CAREFULLY
BEFORE SIGNING Date______________________________________
